MEETING OF BOARD OF DIRECTORS



 





EXHIBIT 4(c).1




UNOFFICIAL ENGLISH TRANSLATION




DASSAULT SYSTEMES

Société anonyme with capital of 113,195,640 euros

Registered Office: 9, Quai Marcel Dassault — 92150 Suresnes

322 306 440 Nanterre Commercial Register




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MEETING OF BOARD OF DIRECTORS DATED SEPTEMBER 23, 2003




Minutes




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At 3:00 p.m. on September twenty-third, two thousand three,



The directors of DASSAULT SYSTEMES assembled in a Board of Directors meeting at
the registered office at 9, Quai Marcel Dassault — 92150 Suresnes in response
to a notice from the Chairman.




THE FOLLOWING WERE PRESENT AND SIGNED THE ATTENDANCE REGISTER:




	–	 	Mr. Charles Edelstenne	 	Chairman
	–	 	Mr. Paul Brown	 	Director
	–	 	Mr. Bernard Charlès	 	Director
	–	 	Mr. Laurent Dassault	 	Director
	–	 	Mr. Bernard Dufau	 	Director
	–	 	Mr. Christian Decaix	 	Director
	–	 	Mr. André Kudelski	 	Director
	–	 	Mr. Loïk Segalen	 	Director
	–	 	Mr. Thibault de Tersant	 	Director




ALSO PRESENT AT THE MEETING:




	–	 	Mr. Philippe Mouraret, representing DELOITTE TOUCHE TOHMATSU, Independent Auditors, and Mr. Jean-Marc
Montserrat, representing ERNST & YOUNG AUDIT, Independent Auditors,
	 
	–	 	Ms. Ségolène Moignet, the Company’s corporate counsel,
	 
	–	 	Ms. Danièle Barre and Mr. Claude Durand, representatives of the Works Council.




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Because more than half of the Directors were actually present, the Board was
able to deliberate validly.



Mr. Charlès Edelstenne, in his capacity as Chairman of the Board of Directors,
chaired the meeting.



The Board designated Ms. Ségolène Moignet as Secretary.




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	6.	 	AUTHORIZATION OF REGULATED AGREEMENTS





	 	6.1	 	Departure Indemnity of the Chief Executive Officer




The Chairman also proposed that the directors decide that—in addition to the
annual compensation of Bernard Charlès pursuant to his appointment (mandat
social) as Chief Executive Officer of the Company, as such compensation has
just been set by the Board—Bernard Charlès be paid a departure indemnity in the
event of the revocation of his appointment by the Board, except in the event of
revocation for intentional misconduct aimed at harming the interests of the
Company.


The Chairman told the Board that, considering its indemnifying nature, such an
agreement falls under Article L. 225-38 of the Commercial Code.


After deliberation, and it being observed that, in conformity with applicable
law, Bernard Charlès had not taken part in the voting, the Board of Directors
unanimously decided to set the amount of the indemnity that the Company would
pay to Bernard Charlès, in the event of the revocation of his appointment, at
24 months of the last annual gross compensation that he will have received
pursuant to his appointment as Chief Executive Officer. Such indemnity
compensation shall not be owed in the event of revocation motivated by
intentional misconduct by Bernard Charlès aimed at harming the interests of the
Company.


The Chairman will give notice of this decision to the Independent Auditors of
the Company within one month from today.




	 	6.2	 	Amendment to the Employment Contract of Bernard Charlès



The Chairman proposed that the employment contract of Bernard Charlès with the
Company be the subject of an amendment for the purpose, firstly, of confirming
Mr. Charlès’ technical responsibilities as Chief of Innovation that he has held
at Dassault Systèmes for a number of years and, secondly, to set the amount of
his gross annual salary at 455,753 euros (including benefits in kind), that
amount subject to revision pursuant to the Company’s annual salary policy. As
indicated above, the total amount paid by the Company to Bernard Charlès for
his employment contract and his appointment (mandat social) would then be
roughly comparable to the amount that he had been receiving up until 2002.




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The Chairman suggested that such amendment to the employment contract also
contain a clause pursuant to which Bernard Charlès would receive lump-sum
indemnity compensation equivalent to 24 months of the last annual gross
compensation that he will have received under his employment contract, in the
event of termination for a reason other than gross or willful misconduct (faut
grave ou lourde).



The Chairman told the Board that the execution of such an agreement fell under
the application of Article L. 225-38 of the Commercial Code and as such must
first be authorized by the Board of Directors.



After deliberation, and it being observed that, in conformity with applicable
law, Bernard Charlès had not taken part in the voting, the Board of Directors
unanimously authorized the amendment to the employment contract of Bernard
Charlès, the draft of which was given to him.



The Chairman will give notice of the authorization granted and the execution of
the amendment to the Independent Auditors of the Company within one month after
execution of the amendment.




[ . . . ]




 


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